or the exhibit attached hereto. This Current Report on Form 8-K, including the exhibit, contains forward-looking statements within the meaning of the federal securities laws. These forward looking statements are based on current expectations and are not guarantees of future performance. Further, the forward-looking statements are subject to the limitations listed in Exhibit 99.1 and in the other SEC reports of the Company, including that actual events or results may differ materially from tho…

Material Modification to Rights of Security Holders. On May 18, 2026, OPAL Fuels LLC (the “ Company ”), a Delaware limited liability company and subsidiary of OPAL Fuels Inc., approved and adopted an Amended and Restated Certificate of Designations of Series A-1 Preferred Units (the " A&R COD "), which amends and restates in its entirety that certain Certificate of Designations of Series A-1 Preferred Units of the Company, dated November 29, 2021 (the " Prior COD "). The A&R COD conforms the…

or the exhibit attached hereto. This Current Report on Form 8-K, including the exhibit, contains forward-looking statements within the meaning of the federal securities laws. These forward looking statements are based on current expectations and are not guarantees of future performance. Further, the forward-looking statements are subject to the limitations listed in Exhibit 99.1 and in the other SEC reports of the Company, including that actual events or results may differ materially from tho…

or the exhibit attached hereto. This Current Report on Form 8-K, including the exhibit, contains forward-looking statements within the meaning of the federal securities laws. These forward looking statements are based on current expectations and are not guarantees of future performance. Further, the forward-looking statements are subject to the limitations listed in Exhibit 99.1 and in the other SEC reports of the Company, including that actual events or results may differ materially from tho…

of this Current Report on Form 8-K is incorporated by reference into this

OPAL Fuels Intermediate HoldCo LLC (the “ Borrower ”), a subsidiary of the Company, prior to the expiration of the delayed draw availability, recently drew down approximately $128.4 million under that certain Credit and Guarantee Agreement, dated September 1, 2023 (as amended by Amendment No. 1 to Credit and Guarantee Agreement, dated March 3, 2025, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), by and a…

of this Current Report on Form 8-K, which right is not applicable to the Series A-1 Preferred Units. The foregoing descriptions of the Subscription Agreement (including the transactions contemplated therein) and the Units do not purport to be complete and are subject in their entirety to the full text of the Subscription Agreement (including the description of the transactions included therein) filed hereto as Exhibit 10.1, the Amended and Restated Certificate of Designations for the Series A…

or the exhibit attached hereto. This Current Report on Form 8-K, including the exhibit, contains forward-looking statements within the meaning of the federal securities laws. These forward looking statements are based on current expectations and are not guarantees of future performance. Further, the forward-looking statements are subject to the limitations listed in Exhibit 99.1 and in the other SEC reports of the Company, including that actual events or results may differ materially from tho…

Director — Mr. Scott M. Sutton: Mr. Scott M. Sutton was appointed to the Board and to the Compensation Committee of OPAL Fuels Inc.

Director — Mr. Lance Moll: Mr. Lance Moll was appointed to join the Board of Directors.

or the exhibit attached hereto. This Current Report on Form 8-K, including the exhibit, contains forward-looking statements within the meaning of the federal securities laws. These forward looking statements are based on current expectations and are not guarantees of future performance. Further, the forward-looking statements are subject to the limitations listed in Exhibit 99.1 and in the other SEC reports of the Company, including that actual events or results may differ materially from tho…

or the exhibit attached hereto. This Current Report on Form 8-K, including the exhibit, contains forward-looking statements within the meaning of the federal securities laws. These forward looking statements are based on current expectations and are not guarantees of future performance. Further, the forward-looking statements are subject to the limitations listed in Exhibit 99.1 and in the other SEC reports of the Company, including that actual events or results may differ materially from tho…

Director — Kevin Fogarty: Mr. Fogarty will not be standing for re-election to the Board at the Company’s 2025 Annual Meeting of Stockholders.

Entry into a Material Definitive Agreement. On March 28, 2025, OPAL Paragon LLC (“ Partner Counterparty ”), a wholly owned subsidiary of OPAL Fuels Inc. (the “ Company ”) and owner of 50% of the equity interests of Paragon RNG LLC (“ Seller ”), entered into a Tax Credit Purchase Agreement (the “ TCPA ”) with Apollo Management Holdings, L.P. (“ Buyer ”). Capitalized terms used but not defined herein have the meanings given to such terms in the TCPA. Pursuant to the terms of the TCPA, Partner C…

or the exhibit attached hereto. This Current Report on Form 8-K, including the exhibit, contains forward-looking statements within the meaning of the federal securities laws. These forward looking statements are based on current expectations and are not guarantees of future performance. Further, the forward-looking statements are subject to the limitations listed in Exhibit 99.1 and in the other SEC reports of the Company, including that actual events or results may differ materially from tho…

Entry into a Material Definitive Agreement The information provided in

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. On March 3, 2025, OPAL Fuels Intermediate HoldCo LLC, as the borrower (the “Borrower”), certain subsidiaries of the Borrower, as guarantors (the “Guarantors”), the lenders and issuers of letters of credit party thereto and Bank of America, N.A. as the administrative agent (the “Administrative Agent”) entered into that certain Amendment No. 1 to Credit and Guarantee Agreement (the…

Results of Operations and Financial Condition

Chief Financial Officer and Principal Financial Officer — Mr. Kazi Hasan: Mr. Kazi Hasan was appointed as the new Chief Financial Officer and Principal Financial Officer, replacing Mr. Scott Contino.

or the exhibit attached hereto. This Current Report on Form 8-K, including the exhibit, contains forward-looking statements within the meaning of the federal securities laws. These forward looking statements are based on current expectations and are not guarantees of future performance. Further, the forward-looking statements are subject to the limitations listed in Exhibit 99.1 and in the other SEC reports of the Company, including that actual events or results may differ materially from tho…

Entry into a Material Definitive Agreement. On September 13, 2024, OPAL Paragon LLC (“ Partner Counterparty ”), a wholly owned subsidiary of OPAL Fuels Inc. (the “ Company ”) and owner of 50% of the equity interests of Paragon RNG LLC (“ Seller ”), entered into a Tax Credit Purchase Agreement (the “ TCPA ”) with Apollo Management Holdings, L.P. (“ Buyer ”). Capitalized terms used but not defined herein have the meanings given to such terms in the TCPA. Pursuant to the terms of the TCPA, Partn…

or the exhibit attached hereto. This Current Report on Form 8-K, including the exhibit, contains forward-looking statements within the meaning of the federal securities laws. These forward looking statements are based on current expectations and are not guarantees of future performance. Further, the forward-looking statements are subject to the limitations listed in Exhibit 99.1 and in the other SEC reports of the Company, including that actual events or results may differ materially from tho…

Results of Operations and Financial Condition

chief operating officer — Mr. Anthony Falbo: Mr. Falbo resigned to pursue another opportunity.

or the exhibit attached hereto. This Current Report on Form 8-K, including the exhibit, contains forward-looking statements within the meaning of the federal securities laws. These forward looking statements are based on current expectations and are not guarantees of future performance. Further, the forward-looking statements are subject to the limitations listed in Exhibit 99.1 and in the other SEC reports of the Company, including that actual events or results may differ materially from tho…